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| 14. | Guarantor’s Obligations; Setoff.  |

  




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|   | (a) | Guarantor. Guarantor’s obligation to make all payments due hereunder and to perform its other obligations hereunder shall be absolute and unconditional and shall in no
event be subject to any right of setoff, recoupment, deduction or counterclaim or any other defense which Guarantor or any other Person may now or hereafter have against any Beneficiary or any other Person, which Guarantor hereby waives.
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|   | (b) | Lessor. Lessor may set off any Obligation of Guarantor hereunder against any obligation owed by Lessor or any of its Affiliates under the Transaction Agreements to Lessee or
Guarantor or any of their Affiliates.  |